Not independent
Tenure on this board
7.0 yrs
12 nominees · 5 ballot items.
Election of 12 directors; Advisory (non-binding) vote to approve executive compensation; Ratification of Deloitte & Touche LLP as independent accountants for 2026; Approval of a 1-for-2 reverse stock split and corresponding reduction in authorized shares; Shareowner proposal to permit shareowner action by written consent.
Elect 12 director nominees to the Board, each for a one-year term.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) vote approving the Company’s executive compensation program and the compensation paid to its Named Executive Officers (NEOs) as disclosed in the Proxy Statement. Management and the MDCC argue that the program aligns pay with performance through a mix of base salary, annual Incentive Compensation Plan (ICP) metrics (80% formulaic tied to sales, adjusted EPS and free cash flow), qualitative assessments (15%), and corporate responsibility KPIs (5%), plus long-term incentives composed of PSUs, stock options, and RSUs. The Board emphasizes pay-for-performance features, clawback policies, holding requirements, and the role of the independent compensation consultant to justify its recommendation. The Company also describes adjustments made in 2026 LTI design due to the planned Aerospace spinoff, replacing PSUs with options and RSUs for that year to reflect uncertainty; management frames these changes as temporary and intends to reintroduce PSUs in 2027. Vote outcome will be advisory but the Board commits to consider results and shareholder feedback when updating compensation practices.
Approve Deloitte & Touche LLP as Honeywell’s independent registered public accounting firm for 2026.
Approve an amendment to the Certificate of Incorporation to permit the Board to effect a 1-for-2 reverse stock split and a proportionate reduction in authorized common shares within one year.
Management proposes a shareholder vote to authorize a Certificate of Amendment enabling the Board to implement, at its discretion within one year, a 1-for-2 reverse stock split and proportional reduction in the authorized shares. The Board’s rationale centers on the anticipated decline in the trading price per share following the planned spin-off of Honeywell Aerospace; a reverse split would increase the per-share trading price and better align Honeywell’s market appearance with peers post-separation. The proposal is structured to give the Board flexibility to implement or abandon the action, avoid issuance of fractional shares by cashing them out, and to make technical adjustments to equity awards and authorized share counts. The Board notes that the reverse split may not permanently increase share price and could increase odd-lot holders and trading costs for small holders. The proposal requires a majority of votes cast for approval and will not entitle dissenters to appraisal rights. The Board unanimously recommends a vote FOR the amendment, while noting potential downsides and reserving the right to not implement even if approved.
Shareowner proposal requests that the Board permit shareholder action by written consent by the minimum number of votes necessary to authorize the action at a meeting where all shareholders were present and voting (no additional restrictions).
Shareholder John Chevedden proposes that Honeywell permit shareholders to act by written consent (i.e., adopt a written consent right) with the minimum number of shares necessary to take action that would otherwise require a vote at a meeting where all shareholders were present and voting, without additional restrictions. The proponent argues written consent gives shareholders a timely mechanism to hold management and the Board accountable between meetings and notes the proposal previously received 42% support. Management opposes the proposal, arguing that written consent can enable a small or transient group of shareholders (including those using borrowed shares) to take action without broader shareholder notice, deliberation, or debate, potentially disenfranchising many owners, and that Honeywell shareholders already have the practical ability to act between annual meetings via a 15% special meeting threshold. Management also points to the Company’s robust governance and shareholder engagement practices and historical shareholder rejection of similar proposals as reasons to oppose. The board recommends voting against the proposal. The contest centers on balancing shareholder empowerment and protections against opportunistic or disruptive actions; Honeywell frames its governance structure as adequate and the written consent right as unnecessary and potentially harmful.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 41,280,753 | $9.3B |
| 2 | STATE STREET CORP | 5.01% | 31,726,805 | $7.2B |
| 3 | BlackRock, Inc. | 2.65% | 16,766,422 | $3.8B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 2.56% | 16,203,483 | $3.7B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.47% | 15,650,414 | $3.5B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 14,209,286 | $3.2B |
| 7 | BlackRock, Inc. | 2.06% | 13,063,545 | $3.0B |
| 8 | Newport Trust Company, LLC | 2.03% | 12,865,197 | $2.9B |
| 9 | MORGAN STANLEY | 1.90% | 12,033,880 | $2.7B |
| 10 | Invesco Ltd. | 0.94% | 5,978,527 | $1.4B |
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